Friends Forever
by The 1597 Faceless Writer
Summary: In an alternate timeline, Twilight Sparkle never became an alicorn princess. Instead, Star-Swirl the Bearded's spell and the Elements of Harmony brought about the end of her life. Two months later, her friends and loved ones are still in mourning from her passing. But just because Twilight's dead it doesn't mean her friends don't see her anymore...


Friends Forever

_Tick_, _tock_, _tick_, _tock_.

Rarity was finding it hard to concentrate of her newest dress: a gorgeous gown commissioned for a noble's wife in Canterlot. It was nearly complete. Its beautiful emerald tint glistened in the light of the candle flames. There were just a few last touches to add. But Rarity simply couldn't focus on the current job at hoof. She was too busy looking at the clock.

11:56pm. Only five minutes to go until she...no..._it_ came.

It always came at 12:01am. Every night it had come. For a full month. Rarity couldn't remember the last time she had received a good night's sleep for, no matter what time she went to bed, she always woke up just in time to for her unwanted guest to make their appearance. Once the visit was over, it would be nearly impossible for her to return to the land of slumber. Too much fear, pain, and guilt gathered up inside her to allow her such a period of relaxation.

She glanced back at the clock. 11:58. Three minutes to go.

Rarity was shaking now. Tonight's visit was going to be the most suspenseful one yet as her parents had taken another vacation and Sweetie Belle was spending the night in the guest room down the hall. She wasn't sure if it would show itself to Sweetie. Pray to Celestia it wouldn't. The two months had already been bad enough for the town of Ponyville and its residents since the tragedy. Rarity didn't want anypony else to experience the terror she had been forced to endure every night. Just to be safe, she had locked Sweetie's room tight. She didn't know if that would keep it out if it _did_ decide to visit her little sister, but it was the best protection she could provide.

11:59. Two minutes left.

Rarity often found herself questioning her sanity. It seemed that she was the only one who could see her visitor when it made arrived. Opal never gave it the time of day, even during the visits when it had been standing _right_ on top of her and playfully licking her fur.

12:00. One minute to go.

Rarity ran over to the door and made sure that it was locked. It was. Triple bolts. She even moved a sewing machine in front of it for extra security. Once she checked that everything was in place, she backed away and stopped at the foot of her bed. There, she waited.

_Tick_, _tock_, _tick_, _tock_. Thirty seconds to go.

_Maybe it won't come tonight_, she thought.

_Tick_, _tock_, _tick_, _tock_. Twenty seconds to go.

_The boutique is a bit more crowded than usual._

_Tick_, _tock_, _tick_, _tock_. Ten seconds to go.

_It's been a month already, it's the right time for it to stop._

Five.

_Oh-_

Four.

_Please-_

Three.

_Don't-_

Two.

_Come!_

One.

_I'M SORRY, TWILIGHT!_

12:01.

Silence. Rarity had placed her forehooves against the sides of her head and had closed her eyes tight. For several seconds, she waited for the knocking and eerie voice to begin reverberating around her. But for the first time in a whole month, the arrival of 12:01am brought nothing with it.

Rarity brought her forehooves down and stared at her locked bedroom door. She looked at the clock. Thirty seconds past 12:01. Half a minute of silence. Pure, beautiful silence.

Forty-five seconds past 12:01. Rarity clutched her heart and began to give a nervous laugh. "It's over," she said to herself. "It's finally o-"

12:02am. _Knock._

Rarity froze and her laughing ceased. A familiar, cold laugh echoed through the door.

"_Sorry I'm late, Rarity._"

Rarity slid to the floor, her head shaking vigorously as she did so. "No, no, no, no, no, no-"

_Knock_. "_Come on, Rarity. Open the door._"

"No, no, no, no, no-"

_Knock. Knock._ "_Are you shutting yourself up again? Let me in and we can talk about it. Whatever's bothering you, worry no further. Your good friend, Twi-_"

"YOU'RE NOT TWILIGHT!" Rarity's voice echoed off the walls of her room. "TWILIGHT'S GONE! LEAVE ME ALONE!"

Another laugh phased through the door. _Knock_. The door shook. "_You're in a worse state than I thought, Rarity. Let me in, please. Let's talk._"

"I'M NOT TALKING WITH YOU...YOU BEAST! YOU MONSTER! LEAVE ME ALONE!" Tears were beginning to roll down Rarity's face.

The thing outside that called itself Twilight Sparkle chuckled. _Knock_. _Knock_. "_Okay, I'm getting tired of this. I'm going to open the door myself then_." The door shook violently and Rarity flinched. "_You've gone and barricaded yourself in, haven't you? Ugh! That's so like you, Rarity. The drama queen. No matter. Nothing a little bit of magic can't fix!_"

The door was suddenly wrapped with a familiar purple aura. Rarity's heart nearly exploded from sheer terror right then and there. "NO! STAY OUT!" she screamed. The door shook violently, only being kept shut by the three locks and sewing machine barricade. Rarity jumped as a loud metallic _click_ rang out from the door.

The visitor giggled. "_One lock down. Two to go_."

"NO!" A white aura appeared around Rarity's horn and she focused all of her magical strength on the door. The door was soon caught in the middle of a battle between a pure white aura and a tainted purple aura. It shook back and forth. The locks bent slightly and shook as the opposing forces worked their respective magics to the breaking point. However, while Rarity could feel herself growing weaker, the thing that called itself Twilight seemed to be hardly deterred from continuing its never-ending quest to torture the fashion mare.

Another _click_ echoed through the air. "_One left_!" it giggled.

Rarity could feel sweat rolling down her face and tears pouring from her eyes. She didn't want to see it again. She _really_ didn't want to look upon its face anymore. Each time she saw its face it filled her with a painful combination of pure fear and absolute depression. This abomination of a curse that had befallen her was going to consume what was left of her sanity if she had to look into its soulless, sadistic eyes once more.

"Please," Rarity begged through her tears. "I'm sorry. I never wanted any of this to happen! I'm sorry! I'M SORRY!"

_Click_. The door shoved inward by a full inch, only being stopped by the massive sewing machine standing in its way. Rarity looked in terror, every part of her insides becoming naught but shaking gelatine.

A luminous, lavender eye peered through the crack in the door. A terrible laugh pounded against Rarity's eardrums. "_Let me in, Rarity. Let's talk. We're friends, aren't we?_" The sewing machine was wrapped in two magical auras simultaneously. Rarity used all of her strength to keep _Twilight_ from moving her last defense any further. "_Friends talk about what's bothering them. Friends are always there for each other._" Rarity was growing incredibly week. The machine was gradually sliding away from the door. The opening in the door was increasing in size. "_I'll always be here for you, Rarity. I'll always be your friend._" Rarity groaned in pain as a powerful, icy shock coursed through her body. She lost her magical grip on the machine and it fell backwards onto the floor. The door burst open with a loud _thud_. Rarity closed her eyes a second later; but, sadly, not before catching a glimpse of its horrible face. Its terribly, abnormally wide smile. Its insane, wide, twitching, glowing eyes. Its burnt, peeling skin and frayed hair. Its terrifying, horrible, painful, cringeworthy portrait. "_Friends forever, Rarity. Friends FOREVER!_"

Rarity screamed as loud as she could as she heard the sound of hooves racing towards her.

Sweetie Belle was awoken from her slumber at the sound of her elder sister's screams. She raced to her bedroom door and tried to open it, only to find that it was locked. "Rarity?! What's happening?! Rarity?!" she asked through the wood. Rarity's screams continued to echo down the hallway. Sweetie turned and noticed a key sitting on a table next to the door. She grabbed it, placed it into the lock, and turned it. The door slid open and Sweetie raced down the hall towards her sister's room.

She arrived to find the door shoved inward and a sewing machine lying on the floor. Opal was sitting in her bed, a confused look on her face. Sweetie looked to see Rarity curled up on the floor against the edge of her bed. Her eyes were closed shut and tears were running down her face profusely.

"Sis?" Sweetie asked as she approached her sister and tapped her. "What's wrong?"

Rarity's eyes opened to the sight of her worried younger sister standing over her. Rarity let out a soft wail as she wrapped Sweetie in her forelegs, brushing her mane vigorously. "I'm sorry! I'm sorry! I'm sorry! I'm sorry! I'm sorry!" she cried.

Sweetie didn't know what to say or ask. She simply remained silent, hugged her sister back, and allowed her to let out all her pains and fears through a river of tears.

* * *

_Tick, tock, tick, tock._

Fluttershy sat silently in her living room. Every light was turned on. She had made sure of that. All the windows were shut and locked with the blinds drawn down tight. She had made sure of that as well. She looked at the clock.

12:30am. Fluttershy curled up on her couch and wrapped a blanket around her body. She still had a full half-hour before the creature came.

She glanced towards one of her closed windows and sighed. All of her little animal friends were sleeping peacefully right now. She wished she could be experiencing the same level of peace as they but she knew that she couldn't. Times were too hard for her right now for her to have any kind of peace.

It had already been two months since the accident. The day of the cutie mark fiasco. The day Twilight tried to finish Star-Swirl the Bearded's last spell. The day the Elements of Harmony had...

Fluttershy closed her eyes tight and started to cry. She cried a lot nowadays. She didn't want to but she couldn't help it. Twilight had been such a close friend. Such a good friend. Now she was gone. Well...the Twilight Fluttershy had known was gone anyway.

_Knock_. Fluttershy jumped as the hard sound emanated from her front door. She looked at her clock.

12:33. Twenty-seven minutes to go. She couldn't be here already!

Fluttershy was about to begin cowering in the corner when a familiar, but welcomed, voice phased through the door.

"Hey, Fluttershy? It's Rainbow Dash. Are you awake in there? Can I come in?" asked the voice of fastest pegasus in Equestria.

Fluttershy flew to the door and pulled it open. She let out a great sigh as she saw her cyan friend standing before her. "Rainbow Dash! Please come in...if you want to, that is," she said sheepishly.

Rainbow Dash smirked at her shy friend and chuckled warmly. "Thanks, Fluttershy," she said before entering the house. "I was flying by when I noticed that you had lights on. So I thought I'd check up on ya." Once she had stepped through the threshold, Fluttershy shut the door and locked it tight. Rainbow cocked her head a bit. "What's with all the locks?" Though she wasn't going to show it, Rainbow was happy to see that Fluttershy had locked her door. It was two minutes until that thing was scheduled to make its nightly visit. Hopefully, Fluttershy could provide her with some sort of sanctuary to keep her from having to face it again.

Fluttershy registered Rainbow Dash's question and nervously rubbed her hooves. She hadn't been keen on telling anypony about her night terrors of the past month in the fear that others would begin worrying about her psychological state. Her animal friends had never once seen her visitor...yet Fluttershy could tell that what she was experiencing was real. Terribly, awfully real.

"You know...you can't be too careful," she replied softly.

"Yeah. Got a point there," Rainbow stated with a nervous laugh.

Fluttershy made her way over towards the kitchen. "Do you want some tea? I have a kettle on the stove."

Rainbow nodded as she sat down on the sofa. "Sure."

"I'll be back in a moment." Fluttershy smiled at Rainbow before disappearing into the kitchen.

Rainbow shifted nervously on the sofa as her eyes fixated on the clock.

12:34. Forty-five seconds to go.

Rainbow looked at all the closed windows. A part of her was very curious as to why Fluttershy had suddenly put more effort than usual into shutting herself in at night but most of her was just thankful that there was some sort of protection for her to have against her nightly terror.

Fluttershy returned to the living room with a tray holding two cups of tea balanced carefully on her back. She placed the tray down on a small table in front of the sofa. "Here you go," she said with a smile. Fluttershy suddenly noticed that Rainbow Dash was shaking slightly. "Are you cold? Do you want me to get a blanket?"

"Cold? I'm not cold," Rainbow replied as she quickly glanced at the clock. Fifteen seconds to go.

"You're shaking."

"I'm fine, Fluttershy." Rainbow looked at the cups of tea, grabbed one, and took a huge gulp. "Thanks."

Fluttershy continued to give her friend a concerned look as she sat down on the sofa next to her.

Rainbow refused to turn her attention away from the clock as she watched the clock hands finally reach the time she had grown to fear.

12:35. No sound could be heard aside from the awkward sipping of tea shared amongst the two pegasi.

Rainbow's breaths became heavy. It always came at 12:35. It _always_ came. Right on the dot. Not a millisecond later or earlier. But tonight was different. 12:35 had arrived and soon it was gone.

12:36. Nothing.

12:37. Still nothing.

12:38. Still beautiful, relaxing nothing.

12:39. Was it really over with? Rainbow hoped so. Four minutes after the fact and still no knocks, groans, or taunting comments that chilled her to the bone.

12:40. Rainbow felt her muscles relax. She finished drinking the contents of her cup and returned it to the tray.

Fluttershy was only halfway done with her cup. She had been more focused on Rainbow's nervous facial expressions and twitches than her desire to consume the volume of tea contained before her. Something was clearly off about her friend. However, it didn't take much turning of mental gears for Fluttershy to come to a reasonable conclusion to explain why. Something had been off about her and the others as well. Ever since that wretched, heart-crushing day two months previously.

"I miss her too," said Fluttershy, her eyes beginning to tear up upon instinct.

"What?" Rainbow asked as she broke away from her trance and turned to her yellow friend.

"Twilight. I miss her."

Rainbow could feel her cheeks growing hot and her insides beginning to twist and turn again. If there was one thing she had hated about her nightly visits more than the sheer terror she experienced, it was the amount of pure, inconsolable sadness that came with it. The death of Twilight had been one of the few occasions where Rainbow had let all of her emotions run rampant. She had cried hard. It didn't matter how uncool it had made her look. It didn't matter that the pegasus who so many young pegasus fillies and colts looked up to had broken her established chill and courageous demeanor. All that mattered was that she had lost a dear and irreplaceable friend and she needed to let all of her emotions out.

Rainbow had tried her best to think about other things after the funeral. She hated feeling the way she had felt when she and the others lost Twilight. She absolutely despised the nauseating sensation that swirled around inside her as a result of the complete anguish she felt. She tried to avoid reliving that feeling as often as possible. However, doing such an act so soon after losing somepony as wonderful as Twilight Sparkle was, to put it simply, impossible. There was probably a higher chance of Rainbow pulling off twenty sonic rainbooms in a row without breaking a sweat than there was of her being able to move on from the depression at the current time.

"Rainbow Dash?" Fluttershy asked.

Rainbow gasped as she felt Fluttershy grab one of her hooves. It was here where Rainbow realized that tears were slowly streaming down both her and Fluttershy's faces. "It's not fair," Rainbow stated. Rainbow clasped Fluttershy's hoof tighter and closed her eyes shut. The tears were flowing faster now. "IT'S NOT FAIR!" Rainbow could feel a familiar fiery sadness building up at the back of her throat. "TWILIGHT DIDN'T DESERVE THAT! SHE DESERVED BETTER THAN THAT! SHE WAS AN AMAZING PONY AND THOSE STUPID ELEMENTS BURNED HER UP! WHY, FLUTTERSHY?! WHY?!"

Fluttershy choked on her own tears a bit. "I...I don't know."

Rainbow shook her head and pulled her hoof away from Fluttershy. She wrapped her forelegs around her torso and continued to weep. "IF CELESTIA HAD NEVER ASSIGNED THAT STUPID SPELL TO TWILIGHT THEN NONE OF THIS WOULD HAVE HAPPENED!"

"It's not the Princess's fault, Rainbow Dash. She didn't know-"

"OF COURSE NOT! HOW COULD HAVE _ANYPONY_ PREDICTED THE ELEMENTS TURNING ON TWILIGHT AND TURNING HER INTO A PILE OF ASH!"

Fluttershy scooted over next to Rainbow and wrapped her in her forelegs. Rainbow didn't push her away.

For what felt like forever, the two pegasi remained silent aside from their shared crying. Their insides hot with anger, confusion, and nauseating depression. Their coats shaking with the desire for comfort and release. Their faces soaked with salty tears.

Eventually, after what had seemed like an endless abyss of emotional pain, they let loose their last wave of tears and leaned back on the sofa. Heavy breaths were given and the wiping of tear remains was performed.

"I'm sorry to come over to your house in the dead of night just to cry all over you," Rainbow Dash said.

"You don't need to apologize, Rainbow Dash," said Fluttershy with a small smile, her face still hot red from the aftermath of a good cry. "I'm glad you came over. We need to be there for each other. You, me, Applejack, Pinkie Pie, Rarity, Spike, and everypony else. Now more than ever."

Rainbow nodded her head in agreement. "I just wish we had our friend back." _Though not in the way I've got her_, Rainbow noted in thought.

"Me too." _But definitely not the one I've got_, Fluttershy noted in thought. Fluttershy glanced at the clock.

12:59. A minute until the visit. Time sure flies when one is busy crying their heart out with a friend.

Fluttershy scooted close to Rainbow Dash again and hugged her tight. "Rainbow Dash...can I tell you something...even if it sounds a bit crazy?" she asked.

"Of course! We're here for each other, remember?" Rainbow replied.

Forty-five seconds left.

"I apologize if I start acting scared in a moment. You see...I've been seeing something lately. Something that visits me every night at 1:00am."

Thirty seconds left.

"Wait a minute. Would this _thing_ you see happen to be a zombie version of Twilight or something?"

Fluttershy's eyes widened and she gasped. "You...you've seen it too?!"

Fifteen seconds left.

"Yeah! I've seen it every night at 12:35 but I didn't tell anypony about it because-"

"I didn't want to sound crazy," the two friends said together.

Ten seconds left.

"But it didn't show up tonight," said Rainbow.

Fluttershy gulped. "Well...it still might because-"

Five.

"-it's-"

Four.

"-1:00-"

Three.

"-right-"

Two.

"-now."

One.

Rainbow froze. "Crap."

1:00. _Knock_. "_Sorry I'm late, Rainbow Dash!_" chuckled a distorted, familiar voice from the other side of Fluttershy's locked front door. Fluttershy and Rainbow Dash met each other's terrified gazes eye-to-eye before slowly turning towards the door. _Knock_. _Knock_. "_I didn't know you'd be at Fluttershy's tonight! This is great! Why don't the three of us have a pet play date! It's been so long since we last had one!_"

Rainbow was about to scream an angry statement at the thing pretending to be their departed friend but Fluttershy hastily placed a hoof over Rainbow's mouth.

"Just stay quiet and don't say anything back to it," she whispered hastily into Rainbow's ear.

Rainbow looked her friend in the eye and nodded calmly before Fluttershy took her hoof away from Rainbow's mouth.

_Knock_. _Knock_. "_Come on, girls! Let me in!_" Fluttershy and Rainbow Dash continued to eye the door in silence, their eyes zooming in on each quivering inch of wood as it was shaken violently by the force on the other side. "_Girls! GIRLS! Let me in! It's been so long since we last talked! I miss seeing you! Don't you miss me?_" Fluttershy began shaking. She wrapped her forelegs around her torso and closed her eyes tightly, trying her best to take her mind off her unwanted visitor.

Rainbow used every ounce of strength she had to prevent herself from rushing towards the door, shoving it open, and colliding her hind legs with the false Twilight's face. But she knew the outcome wouldn't end well. The last time she had tried to physically fight _it_ off had led to her experiencing a pain similar to that of being stabbed by white hot fire pokers. That was definitely a feeling she wasn't keen on experiencing again.

The knocking on the door stopped suddenly. "_Fine! If you want to be difficult then __**I can be difficult too!**_" snapped _Twilight_, her voice taking on a much more demonic tone that neither Rainbow nor Fluttershy had heard during any of _her_ previous visits.

Fluttershy's ears twitched as she listened to the sound of _Twilight's_ hooves walking down the path in her front yard and away from her house. Silence followed.

Five tense minutes passed. Fluttershy opened her eyes and Rainbow continued to scowl with terrified fury. The two friends sat quietly on the sofa and faced the opposite wall before turning towards each other and letting out a long, well-deserved sigh.

"I'm glad I'm not the only one who sees..._her_," said Fluttershy.

"What the hay is _she_ anyway?" Rainbow Dash asked.

"Don't ask me. Animals are my expertise, not spirits."

"Maybe we should ask Zecora. She knows about this type of stuff."

"I've been thinking about going to speak with her for a while. But...I just kept putting it off because, until now, a part of me thought I was just seeing things because of me being so depressed about losing Twilight. None of my animal friends, not even Angel, have ever once seen _her_ during any of _her_ visits. Since I was the only one who saw _her_, I thought-"

"That you were going crazy," Rainbow finished. "Same here."

Fluttershy sighed as she continued to look at the opposite wall. "You were right, Rainbow Dash."

"About what?" the cyan pegasus asked.

"It's not fair. We lose our friend and then have to deal with some terrible, warped version of her torturing us every night. It's not fair."

"Damn right, it's not. Once we talk to Zecora, I'm gonna find out a way for me to punch _it_ square in the muzzle!"

Fluttershy chuckled just before a familiar hoof rested on her shoulder. She shook as she took note of how cold it was. "Wow...you really _are_ cold, Rainbow Dash."

"What?" Rainbow asked.

"Your hoof on my shoulder. It's really cold," Fluttershy replied.

Rainbow felt every inch of her body freeze up. "You...your hoof's cold too, Fluttershy."

"My hoof?"

"Yeah. _Your_ hoof on _my_ shoulder."

"But I don't have a hoof on your shoulder."

Rainbow gulped. "Same here."

Fluttershy became still. She slowly looked to her left to see Rainbow Dash sitting still, neither of her forehooves reach up towards her shoulder. There was a hoof on her shoulder though...and one on Rainbow's shoulder too. Both were lavender but the fur was messy, cracked, bloody, and singed. An icy aura now surrounded the two pegasi and it seemed to be emanating from the two lavender hooves.

Rainbow turned to Fluttershy to see a frightened look etched into her face. She and Fluttershy simultaneously turned around to the owner of the two lavender hooves.

"_Hi, __**girls!**_"

Fluttershy and Rainbow Dash flew forward off the sofa and nearly crashed into the opposite wall. They landed on the floor and grabbed each other in a tight hug. As they looked back at the sofa, they could see the thing that took the warped image of Twilight Sparkle slowly climbing over it. Its body seemed solid but was flickering wildly like out of control unicorn magic. It was also teleporting randomly. One second it was standing on the sofa, the next second it was in the center of the living room and walking towards them.

"GET THE HAY AWAY FROM US!" Rainbow Dash snapped. "WHAT ARE YOU?! WHY ARE YOU DOING THIS?!"

Rainbow turned to Fluttershy, who had closed her eyes tight and was now crying into Rainbow's chest. Rainbow turned back to _Twilight_ and shook as the face of her tormentor was now a mere inch away from her own.

"_**I'm your friend, Rainbow Dash. I'm your friend and Fluttershy's friend**_," it replied with its distorted, demonic echo of a voice. Its eyes were a cruel red and seemed to be burning their way deep into Rainbow's crushed heart. "_**We'll always be friends. Forever.**_" It brought its face closer to Rainbow's. Rainbow could feel its cold, rotting breath burning away at her face. "_**And forever.**_" It opened its mouth and extended its cracked and bloodied tongue. "_**And forever.**_" Rainbow gasped as it brought its tongue to her left cheek and licked upward, stopping just short of the bottom of her left eye. "_**And forever.**_" Fluttershy was still shaking as _Twilight_ exhaled a rotting breath into the yellow pegasus's mane. _Twilight_ smirked cruelly as she reached forward and wrapped the terrified pegasi in a tight, horrible hug. Rainbow could feel hot, pained tears streaming down her face as she felt its tongue stretch and move across the back of her neck. She wanted to scream and yell angrily at it. She wanted to kick it away, smash open a window, and fly out into the night with Fluttershy. But she was frozen. Stuck in place to face the gruesome echo of her lost friend. A long, cold breath blew across her back as _Twilight_ tightened her hug. "_**And forever. Doesn't that sound great, Fluttershy? Dashie?**_"

Rainbow had had enough.

"GET AWAY FROM US!" she ordered as she kicked hard at the creature, only for it to disappear just as her kick had begun. There was no flash of light. No smoke. No sound. It was simply gone. Rainbow breathed heavily as she looked around the cottage. There was no sign of it. The air had grown warmer and was now filled with the relaxing scent of tea. Rainbow leaned back against the wall and sighed. The nightmare was over. That night's nightmare was over. She looked at the crying Fluttershy and tightened her grip on the yellow mare. "It's okay, Fluttershy. It's gone now. It's gone now."

Fluttershy was silent for a few, long seconds. Eventually, Fluttershy looked up at Rainbow, her eyes bloodshot with tears. "Stay with me...please," she said.

Rainbow Dash brought Fluttershy close to her and rested her forehead against Fluttershy's. "I'm not going anywhere. You don't have to deal with this alone anymore."

Fluttershy gave a sad smile before tightening her grip on Rainbow. "And neither do you."

* * *

_Tick, tock, tick, tock._

Applejack awoke with a start. The feel of the ground beneath her was enough to tell her that she was no longer in her bed. She sat up to see that she was lying in the middle of an abandoned Ponyville street. The only lights around her were that of the stars, Luna's Moon, and the white street lamps. "Oh no! Not again!" Applejack hissed as she jumped up.

Ever since Twilight's passing, Applejack had developed a horrible sleepwalking habit. It hadn't caused her to go far at first but she seemed to go further and further each night. Now she was in the middle of a Ponyville street, clearly a good walk away from Sweet Apple Acres, and it was...a minute before _it_ showed up.

1:04am. "Oh no! Oh no, oh no, oh NO!" Applejack broke into a run as soon as she caught sight of the time on the Ponyville clock tower in the distance. She had to find shelter. She had to find a place to hide. But how?! She had less than a minute left. That was definitely not enough time for her to find a sufficient hiding spot.

Was trying to find a place to hide even really worth the effort? It always found her, no matter where she ended up. Through her fear and panic, the town she knew and loved dearly seemed alien and foreign to her in the terrible grasp of night.

She rounded a bend and she came to a stop. Her heart beat increased. The moment had come.

1:05. "_Hey, Applejack!_"

It stood at the other end of the alleyway, smiling at her. An impossibly wild smile that gave Applejack pains of all sorts and would most certainly be burned into her nightmares for many years to come. Applejack took a step back and it, in turn, took a step forward. An icy chill filled the alleyway and a perpetual dark aura emanated from its damaged mane, consuming the air and solid masses surrounding it.

"No," said Applejack as she shook her head. "No, no, no, no, NO! I'VE HAD ENOUGH! YOU'RE NOT MY FRIEND, TWILIGHT!"

She turned around and burst into a wild run. She didn't have any set destination in mind. She just needed to run. She glanced back to see _Twilight_ hot on her tail. _She_ wasn't really running. She moved in a walking fashion but was moving along the ground with the speed of a Wonderbolt.

"_**I'm not giving up on our friendship, Applejack!**_" it stated in a demonic tone.

Another turn around a corner brought Applejack into the warm orange glow of a light emanating from the building to her right: Sugarcube Corner. Applejack glanced up at the lit window on the second floor to see the outline of a familiar pink mare looking down at her. No sooner had the two mares locked eyes had the silhouette in the window disappeared.

Applejack ran past the front door as it opened and two pink forelegs reached out. The farmmare gasped as the pony known as Pinkie Pie pulled her through the threshold and slammed the door shut behind her.

Pinkie Pie made sure to lock the door tight, though she didn't know how well it would hold against _Twilight_. She looked down at her overwhelmed friend and grabbed her hoof. "Come on, Applejack! Upstairs!" she ordered as she almost literally dragged Applejack away from the front door.

Applejack allowed Pinkie to lead her through Sugarcube Corner, up the stairs, and into her bedroom. Upon entering, Applejack hardly took notice of Pinkie hastily locking her bedroom door for her attention was instantly drawn to the fact that every wall of Pinkie's room was covered in pictures of Twilight. Twilight reading a book. Twilight at her "welcome to Ponyville" party. Twilight spying on Pinkie to learn about Pinkie Sense. Twilight at Shining Armor and Cadance's wedding. Twilight doing this, Twilight doing that, Twilight doing anything that Twilight did.

"Uh...Pinkie?" Applejack asked.

Pinkie rushed past Applejack, ran over to the window, and glanced up at her clock.

1:08. Eight minutes until her scheduled arrival.

"Pinkie?" Applejack asked again as she approached Pinkie's side at the window. The farmmare looked outside and shivered. _Twilight_ was standing out in the middle of the street, constantly staring up at them. Applejack found herself unable to speak as she locked eyes with the wretched demon. Its soulless eyes appeared to be drilling deep into Applejack's injured heart, tearing apart fresh wounds to make new lasting scars.

Pinkie sighed with relief. "I'm not the only pony who's seen _her_ then," she stated.

Applejack turned to her friend. It was moments like this where Applejack really missed the vibrant, crazy, out-of-this-world Pinkie Pie. Ever since losing Twilight, Pinkie had seemed to lose her desire to go crazy or just be herself. It seemed as if a part of her had died. Granted, Applejack could understand. Twilight's death had caused a piece of her to die as well.

"I've seen her every night for the past month," Applejack replied.

"She wants to be our friend."

Applejack turned to Pinkie and raised an eyebrow. "What?"

"She wants to be our friend...but she can't because she's broken." Pinkie sighed again as she continued to lock eyes with _Twilight_. "She wants to fill the hole in our hearts but she can't because she's just a copy, a flawed copy." Pinkie noticed Applejack nervously examining the pictures of Twilight taped to the walls. "Remembering _our_ Twilight drives her away. It lets her know what she is and makes her realize what she's doing to me...and I suppose as well as what she does to you and the others." Pinkie silenced herself.

Applejack didn't know what to say. All she could do was remain quiet and allow her eyes to tear up as she looked at the happy portraits of Twilight surrounding her. Guilt began building up within her. She had tried moving on with her life after Twilight's death. She had tried thinking about other things. She knew life was a mixture of good and bad things. Bad things sometimes happened to good ponies and there is nothing that can be done about that. She didn't want to mourn too long. She didn't want to remain depressed. She had wanted to move on. But, in the process, she had been unintentionally forcing herself to forget about a time where she happily hung out with the unicorn known as Twilight Sparkle. She had tried to ignore how much she truly missed those days. That golden era of her life.

Applejack lowered her head in shame, as if bowing to the photos of Twilight in repentance. "I'm sorry, Twilight. I'm so, _so_ sorry. I...I really miss ya and I don't _ever_ want to forget ya."

"She's coming," Pinkie stated suddenly.

Applejack looked up at the clock just in time.

1:16. _Knock_. To Applejack's surprise, no taunts of ghostly demands followed the knock on Pinkie Pie's bedroom door. Instead, the sound of heavy crying was heard.

"_Please don't tune me out, Pinkie Pie! We're friends! Friends forever! Friends for always! Let me in, Pinkie Pie! Please let me in!_" cried _Twilight_.

Pinkie suddenly stepped next to Applejack and grabbed her hoof. She looked up at a picture of Twilight sitting alongside herself, Applejack, Rainbow Dash, Rarity, Fluttershy, and Spike. All of them were smiling joyfully. As _Twilight_ continued to beg, cry, and plead on the other side of the door, Pinkie kept her full attention focused on the Twilight in the picture.

A warm, tearful smile appeared on Pinkie Pie's face.

"I'm never going to forget you Twilight. I'm always going to love you. Nopony will ever take your place," she stated as she tightened her grip on Applejack's hoof. "_Nopony_."

Applejack glanced back at the bedroom door for a few seconds, listening to the pleas of _Twilight_, before turning her attention to the picture Pinkie was looking at.

The two mares remained silent and close to each other as they bonded in their simultaneous tuning out of _Twilight_ and remembrance of their dearly loved, departed friend: Twilight Sparkle.

* * *

_Tick, tock, tick, tock_.

Princess Celestia stared out her bedroom window as her younger sister's nightly orb moved gracefully through the starlit sky. She had not slept that much that night. It had been quite a while since she had last had a good night's sleep. Every night she was plagued with guilt, sorrow, and a terrible question. A question that bounced around the walls of her subconscious and drove her thinking processes to the point of breaking down. _Could I have prevented this?_

Celestia turned away from her window and moved towards her bedroom door. Upon instinct, her eyes looked at the clock.

3:10am. She had twenty minutes of peace left at least before she had to face the remains of somepony she missed dearly.

It was silent in the castle hallways. It was normally silent at night. Luna's guards weren't exactly known for causing noise and ruckus like Celestia's guards. She passed by a pair of bat pony guards standing watch over one of the restricted book collections. She noticed a glassy look in their eyes and sighed. She could feel the foreign magic emanating from them. She knew who was behind this.

She passed by the two guards, waving her horn to remove the enchantment, and entered the room of books that lay beyond.

It didn't take long for her to locate the culprits, or rather the culprit and his tagalong.

Spike the dragon and Discord the draconequus sat at a desk looking over a thick, black tome. "My, my," Discord chuckled. "The unicorns have certainly come up with some interesting curses and hexes since my time."

Spike nearly gagged as he looked over a segment detailing a curse that forced reverse digestion. "You know, Discord, this isn't exactly a good substitute for the nightmares," he said.

"That goes without saying," Celestia stated with a smirk. Spike and Discord froze before turning back to face the Princess of the Sun. "Getting a bit of late night reading, I see."

Discord gave a cocky smile and chuckled. "And we have a very good reason for being here, Celestia."

"Oh I'm sure you do."

"Yes. You see, poor Spike here was having nightmares and he came to me for help so I decided to..._entertain_ his sleep-deprived mind with some interesting tales from your personal collection. I hope you don't mind."

Celestia took a step in Discord's direction and shook her head. "I must agree with Spike, Discord. The books in this collection are certainly no adequate substitute for nightmares."

"They are for me." Celestia raised an eyebrow and Discord began to awkwardly clear his throat. "If I had any that is."

"I think you two have had quite enough looking around back here. Off to bed, the both of you."

"I don't think I'll be able to fall back to sleep, Princess," Spike sighed. "I'm not really in a hurry to get back to those nightmares about..._her_."

Spike's eyes began to tear up. Celestia approached him and placed a hoof on his shoulder. "Fear not, Spike. I have a feeling that your nightmares will be ending soon," she said with a warm smile. She then looked over at Discord with a smirk. "Same goes for you, Discord."

Discord's face grew slightly red before he turned away and rushed out of the room. "Can...can you walk me back to my room, Princess?" Spike asked.

"Certainly, Spike," Celestia chuckled as she led the dragon away from the private collection.

It wasn't a long walk back to Spike's room. Celestia gave Spike a motherly kiss on the forehead before kindly leading him into the threshold. "May you have sweet dreams, Spike," she said.

"I hope so, Princess," Spike sighed as he quietly closed the door.

Celestia looked around and exhaled deeply upon seeing that she was alone once more. She hoped that Spike would be able to sleep better now but she knew that she wouldn't be returning to the world of slumber soon. There was too much to think about and she was expecting a visitor in a few minutes.

After a moment of silent pondering, Celestia concluded that her next stop would be Luna's observatory tower. It would be the perfect place for her meeting.

With a quick flash of her horn, Celestia teleported to the tower's balcony. The tower gave Celestia a wide and stunning view of Canterlot and the lands beyond. She could even make out the lights of Ponyville in the distance.

A cold chill blew through the air and Celestia took a deep breath. Any moment now, she would come.

"Waiting for the wight again, sister?" asked a familiar voice from above.

"As I have done for many nights now," Celestia responded as she watched Luna fly over to the balcony and land in front of her.

"It is becoming more difficult for me to control her, Celestia. There are many out there in the dark dreaming of her."

"As I have told you before, sister, the nightmares will fade; and much sooner than you believe."

Luna gave a depressed look as she turned in the direction of Ponyville. "I am still in shock about how such a horrendous tragedy could be brought upon such a wonderful mare."

"As am I." A sad chuckle escaped Celestia's lips. "Even now, I sometimes expect to see one of her letters appear before me...only for me to remember the truth: there are no more letters coming."

Luna turned to her elder sister and noticed a few tears forming in her eyes. "You still cry, Celestia?"

"Every night. Whenever it comes time for _her_ to visit."

"Is there a method for us to stop these visits? To put an end to this wight and the nightmares it's created?"

"We need not do anything, Luna. The nightmares will fade as will her visits to the remaining Element Wielders. She is broken and does not have that many nights left."

"What about her visits to _you_?"

Celestia was silent for a moment. "I cannot say when she will leave me to my peaceful nights. If she never leaves me then that is a punishment I'm willing to take."

Luna shook her head. "You deserve no such punishment, Celestia!"

"But I do." Celestia bowed her head in shame. "I had such big plans for her. I was hardly thinking of any worst case scenarios when I sent her an incomplete and possibly dangerous spell to fix. I had such faith in her but, in the end, my plans for her expected accomplishment led to her losing her life." Celestia looked back up at her sister, her eyes full of tears. "I am the one the caused Twilight Sparkle to be taken from this world. I have forever scarred those who loved her, those who cared for her. Her friends, young Spike, her family, and myself. I've injured us all. So if this is how my nights must play out for the remainder of my days then so be it! It is a burden I will gladly accept as penance for what I caused to be taken from us."

"Sister-"

A harsh chill washed over the two alicorn sisters. Celestia looked past Luna with a depressed gaze. "The time has come, Luna. Leave us," she stated.

Luna merely gave a respectful nod in her sister's direction before retreating into the main observatory.

Celestia looked towards the edge of the balcony to see the manifestation of the remnants of Twilight Sparkle's broken aura approaching her. "_Princess Celestia! I'm so happy to see you! It's been too long!_" Celestia didn't look her visitor straight in the eye. She didn't bother to even acknowledge its presence. The Princess of the Sun simply turned away from _Twilight_ and approached the balcony railing. She stared out upon the lights of Canterlot as she felt the dark, broken aura approach her from behind. "_We have so much catching up to do! There's so much I want to tell you! Everything I've learned! Everything I've done! Can't really tell you any future plans as I don't have any for fairly obvious reasons._"

"I'm sorry, Twilight," Celestia stated suddenly. Everything seemed to stop. This was the first time that Celestia had ever spoken directly to her nightly guest. She had been avoiding doing so out of pain, disgust, anger, self-hatred, and a plethora of other conflicting emotions. She turned around to face her visitor, staring deep in its deep red and incredibly haunting eyes. "I failed you and I'm sorry. There is nothing that I can say or do that could ever make up for what I caused to occur. I'm not sure what you are. I don't know if you're a magical hallucination, a remnant of aura, a demon, a curse, or the actual broken spirit of Twilight Sparkle herself. But, whatever you are, I just wanted to say here and now that I'm sorry. I'm truly, _truly_ sorry. I don't need your forgiveness and I'm not going to plead or beg for you to leave me in peace. If your visits are my punishment then so it shall be. We shall replay this situation every night over and over again at every 3:30am until the end of time. But now, in this moment, I say that I am sorry. I am so, _so_ sorry, Twilight."

Celestia lowered her head and let a few pained tears roll down her face. As she did this, she felt a hoof rest under her chin and force her face upwards. Celestia gasped as she greeted her visitor's face.

The red eyes were gone. The cracked, burnt, bloody skin was gone. The messy mane was gone. Everything was now exactly as Celestia had remembered it. It was just Twilight Sparkle. "_And I want it said here that I forgive you, Celestia. I never blamed you. I never blamed my friends_," Twilight stated with a small smile. "_I suppose...I just wanted to be whole again. But I can now see that can never happen. I'm too broken._" She sighed. "_You're right about the nightmares. They are fading, as am I. I do not belong here anymore. No matter how hard I push or try, I'll never belong here again. But that's okay. Everything has its time. My time has long passed. It's taken me longer than it should have to accept this but...I guess I just wanted to talk again. Just once more. Before letting go._"

"Twilight-"

"_Don't forget about me, Princess. No matter where you go or where I end up, I'll always be your faithful student and you'll always be the pony I look up to the most. I will love you forever, Princess, as I will be friends with my friends forever. As long as they remember me as I was and as long as you don't forget our time together, I think everything will be okay._" Twilight leaned forward and kissed Celestia's forehead. "_I know now that there is a time to live and a time to sleep. It's time for me to sleep._" Celestia heard a hopeful, deep exhale of air pass through Twilight's lips. "_It's time for me to let Equestria sleep peacefully again._"

Celestia looked up. "Twilight?!"

She was gone. Her most faithful student had returned for a brief moment...and now she was gone again. Finally having let go. Finally ready to say goodbye. Finally ready to sleep.

Luna emerged from the interior of the tower with a sympathetic look on her face. "Has it gone, Celestia?" asked the Princess of the Night.

Celestia turned to her younger sister, a small smile painted on her face with thin streams of tears rolling down her cheeks and falling down onto the stone and brick of the balcony. "Yes," Celestia replied with a single, quick nod. "She's gone now. Twilight Sparkle's sleeping at last."

The End

* * *

Author's Note: Feedback and constructive criticism is welcomed!


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